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Table of Contents
Part III
Item 10. Directors, Executive Officers and Corporate Governance.
Information required by this item will be set forth under the captions "Proposal 1—Election of Directors—Nominees Standing for Election," "Executive Officers,"
"Executive Officers—Section 16(a) Beneficial Ownership Reporting Compliance" and "Corporate Governance" in our Proxy Statement for our 2016 Annual
Meeting of Stockholders ("Proxy Statement") or in a subsequent amendment to this Annual Report on Form 10-K. Such information is incorporated herein by
reference.
Item 11. Executive Compensation.
Information relating to compensation of our directors and executive officers will be set forth under the captions "Corporate Governance-Director Compensation"
and "Executive Compensation" in our Proxy Statement referred to in Item 10 above or in a subsequent amendment to this Annual Report on Form 10-K. Such
information is incorporated herein by reference, except for the information set forth under the caption "Executive Compensation—Leadership and Compensation
Committee Report," which specifically is not so incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Security Ownership of Certain Beneficial Owners and Management
Information regarding security ownership of certain beneficial owners and management of our voting securities will be set forth under the caption "Beneficial
Ownership of Common Stock" in our Proxy Statement referred to in Item 10 above or in a subsequent amendment to this Annual Report on Form 10-K. Such
information is incorporated herein by reference.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information as of December 31, 2015 concerning the shares of our common stock which are authorized for issuance under our equity
compensation plans:
Plan Category
Number of Securities
to Be Issued on Exercise
of Outstanding
Options,Warrants and Rights
(a)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights (b)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
(c)
Equity Compensation Plans Approved By Stockholders
8,587,857 (1) $ 6.28 (2) 10,704,806
Equity Compensation Plans Not Approved By
Stockholders (3)
70,526 $ 9.48
Total
8,658,383
_______________________________________________________________________________
(1) Includes 837,206 shares of Common Stock issuable upon exercise of outstanding stock options and 7,750,651 shares of Common Stock issuable upon
vesting of outstanding restricted stock units.
(2) The weighted-average exercise price does not take into account the restricted stock units described in footnote (1) because the restricted stock units do not
have an exercise price upon vesting.
(3) Pursuant to our merger agreement with New Edge Holding Company in 2006, we were required to grant options to purchase up to 657,000 shares of our
Common Stock to New Edge employees. These options were "inducement grants" to new employees in connection with our acquisition of New Edge that
qualified under the "inducement grant exception" to the shareholder approval requirement of NASDAQ Listing Rule 5635(c). In connection with the
closing, the Leadership and Compensation Committee approved the EarthLink Holdings Corp. Stock Option Plan for Inducement Awards Relating to the
Acquisition of New Edge Holding Company. The Leadership and Compensation Committee then granted options to purchase 657,000 shares of our
Common Stock to these New Edge employees in accordance with this plan. As of December 31, 2015 , 70,526 of these options were outstanding. The
options have an exercise price of $9.48 per share and vested 25 percent after 12 months and 6.25 percent each quarter thereafter and are fully vested. The
options have a term of 10 years.
97